Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 3, 2008, ValueClick, Inc. ("ValueClick" or "the Company") announced the promotion of David Yovanno to the role of chief operating officer of U.S. media, effective immediately. A copy of the press release dated January 3, 2008 announcing Mr. Yovanno’s appointment is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Reporting to ValueClick chief executive officer, Tom Vadnais, Mr. Yovanno will have overall responsibility for the Company’s U.S. display advertising, lead generation and comparison shopping businesses. James Zarley, executive chairman, will continue to focus on the Company's strategic direction and will assist in the transition of U.S. media operations to Mr. Yovanno.

Mr. Yovanno, age 36, has been a key member of the ValueClick management team since joining the Company in 2000. Prior to his promotion to chief operating officer of U.S. media, Mr. Yovanno was the general manager of ValueClick Media. Prior to his general manager role, Mr. Yovanno held executive vice president of sales and marketing and vice president of sales and product manager roles within ValueClick Media.

In connection with Mr. Yovanno’s appointment as chief operating officer of U.S. media, ValueClick and Mr. Yovanno entered into a Key Employee Agreement ("the Agreement") dated January 3, 2008. Pursuant to the Agreement, Mr. Yovanno's annual salary was set at $360,000. In addition to the standard employee benefits, Mr. Yovanno is eligibile for incentive compensation of up to an annual maximum of $200,000 for fiscal year 2008, based upon the achievement of certain revenue and earnings targets. For each of the three-month periods ended March 31, 2008 and June 30, 2008, Mr. Yovanno will be guaranteed a quarterly bonus payment of $50,000.

The Agreement with Mr. Yovanno also provides for certain additional compensation if his employment with the Company is terminated without cause following the occurrence of a change of control of the Company or upon the occurrence of a constructive termination following a change of control of the Company. Should Mr. Yovanno's employment terminate under either of these circumstances, he will be entitled to receive a severance payment equal to one year of his annual base salary in effect immediately prior to the time of such termination. The Agreement with Mr. Yovanno also provides for the immediate vesting of all of his unvested stock options under either of these circumstances.

The description contained in this Item 5.02 of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Key Employee Agreement between ValueClick, Inc. and David Yovanno dated January 3, 2008.

99.1 Press Release dated January 3, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index